花旗集团美股招股说明书(2026-03-25版)

March, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH31214 Citigroup Global Markets Holdings Inc. Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Due March 30, 2028 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer thepotential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securitiesof the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debtsecurities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what you receive at maturity may be significantly less than You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying. Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we andCitigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be thematurity date On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to at least 0.9917% ofthe stated principal amount of the securities (equivalent to a contingent coupon rate ofapproximatelyat least 11.90% per annum)(to be determinedon the pricing date)if and only ifthe closing value of the worst performing underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closing value of the worst performing underlying on any valuation date is less than its couponbarrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date. If theclosing value of the worst performing underlying on one or more valuation dates is less than its coupon barrier value and, on a (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $936.00 per security, which will be less than the issue price. Theestimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication ofthe price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) CGMI will receive an underwriting fee of up to $4.00 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwritingfee. For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit fromexpected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, theunderwriting fee is variable. Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closingvalue of each underlying will be determined and about adjustments that may be made to the terms of the securities upon the occurrence of marketdisruption events and other specified events with respect to each underlying. The accompanying underlying supplement contains information Citigroup Global Markets Holdings Inc. Hypothetical Examples The exam